Common use of Assignment, Cooperation for Compliance and Enforcement Clause in Contracts

Assignment, Cooperation for Compliance and Enforcement. (i) Adaptec retains all rights under the Adaptec Employee Agreements of all former Adaptec employees necessary to permit Adaptec to protect the rights and interests of Adaptec, but hereby transfers and assigns to Roxio its rights under the Adaptec Employee Agreements of all former Adaptec employees to the extent required to permit Roxio to enjoin, restrain, recover damages from or obtain specific performance of the Adaptec Employee Agreements or obtain other remedies against any employee who breaches his/her Adaptec Employee Agreement, and to the extent necessary to permit Roxio to protect the rights and interests of the Roxio Business on the Separation Date. (ii) Adaptec and Roxio agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) Roxio shall advise Adaptec of: (1) any violation(s) of the Adaptec Employee Agreement by former Adaptec employees, and (2) any violation(s) of the Roxio Employee Agreement which affect Adaptec's rights; and (B) Adaptec shall advise Roxio of any violations of the Adaptec Employee Agreement by current or former Adaptec employees which affect Roxio's rights; PROVIDED, HOWEVER, that the foregoing obligations shall only apply to violations which become known to an attorney within the legal department of the party obligated to provide notice thereof. (iii) Adaptec and Roxio each may separately enforce the Adaptec Employee Agreements of former Adaptec employees to the extent necessary to reasonably protect their respective interests, PROVIDED, HOWEVER, that (i) Roxio shall not commence any litigation relating thereto without first consulting with Adaptec's General Counsel or his/her designee and (ii) Adaptec shall not commence any litigation relating thereto against any former Adaptec employee who is at the time an Roxio employee without first consulting with Roxio's Chief Executive Officer or his/her designee. (iv) Adaptec and Roxio understand and acknowledge that matters relating to the making, performance, enforcement, assignment and termination of employee agreements are typically governed by the laws and regulations of the national, federal, state or local governmental unit where an employee resides, or where an employee's services are rendered, and that such laws and regulations may supersede or limit the applicability or enforceability of this Section 8.1. In such circumstances, Adaptec and Roxio agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 8.1 and that is consistent with applicable law.

Assignment, Cooperation for Compliance and Enforcement. (i) Adaptec LSI Logic retains all rights under the Adaptec LSI Logic Employee Agreements of all former Adaptec LSI Logic employees necessary to permit Adaptec LSI Logic to protect the rights and interests of AdaptecLSI Logic, but hereby transfers and assigns to Roxio SSI its rights under the Adaptec LSI Logic Employee Agreements of all former Adaptec LSI Logic employees and all SSI Employees that remain subject to such LSI Logic Employee Agreements to the extent required to permit Roxio SSI to enjoin, restrain, recover damages from or obtain specific performance of the Adaptec LSI Logic Employee Agreements or obtain other remedies against any employee who breaches his/her Adaptec LSI Logic Employee Agreement, and to the extent necessary to permit Roxio to protect the rights and interests of the Roxio Business on the Separation Date. (ii) Adaptec and Roxio agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) Roxio SSI shall advise Adaptec of: (1) LSI Logic of any violation(s) violation of the Adaptec LSI Logic Employee Agreement by former Adaptec employeesLSI Logic employees or SSI Employees, and (2) any violation(s) violation of the Roxio Employee Agreement which SSI confidential information and assignment of inventions agreement (or any similar such agreement) that SSI reasonably believes would affect Adaptec's LSI Logic’s rights; and (B) Adaptec . LSI Logic shall advise Roxio SSI of any violations violation of the Adaptec LSI Logic Employee Agreement by current or former Adaptec LSI Logic employees which or by SSI Employees subject to the LSI Logic Employee Agreement that LSI Logic reasonably believes would affect Roxio's SSI’s rights; PROVIDEDprovided, HOWEVERhowever, that the foregoing obligations shall only apply to violations which that become known to an attorney within the legal department of the party Party obligated to provide notice thereof. (iii) Adaptec Following the Separation Date and Roxio each extending only until the Distribution Date, if either LSI Logic or SSI determines that it may separately be necessary to take action to enforce the Adaptec LSI Logic Employee Agreements of former Adaptec LSI Logic employees or of SSI Employees still technically employed by LSI Logic, then at either Party’s request the Parties shall meet to the extent necessary to reasonably protect their respective interests, PROVIDED, HOWEVER, that (i) Roxio shall not commence any litigation relating thereto without first consulting with Adaptec's General Counsel or his/her designee confer and (ii) Adaptec shall not commence any litigation relating thereto against any former Adaptec employee who is at the time an Roxio employee without first consulting with Roxio's Chief Executive Officer or his/her designeecooperate regarding such potential enforcement. (iv) Adaptec LSI Logic and Roxio understand SSI acknowledge and acknowledge agree that matters relating to the making, performance, enforcement, assignment and termination of employee agreements are typically governed by the laws and regulations of the national, federal, state or local governmental unit where an employee resides, or where an employee's ’s services are rendered, and that such laws and regulations may supersede or limit the applicability or enforceability of this Section 8.17.8. In such circumstances, Adaptec LSI Logic and Roxio SSI agree to take action with respect to the employee agreements that best accomplishes the parties' ’ objectives as set forth in this Section 8.1 7.8 and that is consistent with applicable law.

Assignment, Cooperation for Compliance and Enforcement. (i) Adaptec Schlumberger retains all rights under the Adaptec Schlumberger Employee Agreements of all former Adaptec Schlumberger employees necessary to permit Adaptec Schlumberger to protect the rights and interests of AdaptecSchlumberger, but hereby transfers and assigns to Roxio NPT its rights under the Adaptec Schlumberger Employee Agreements of all former Adaptec Schlumberger employees to the extent required to permit Roxio NPT to enjoin, restrain, recover damages from or obtain specific performance of the Adaptec Schlumberger Employee Agreements or obtain other remedies against any employee who breaches his/her Adaptec Schlumberger Employee Agreement, and Agreement with respect to matters relating to the extent necessary to permit Roxio to protect the rights and interests of the Roxio Business on the Separation DateNPT Business. (ii) Adaptec Schlumberger and Roxio NPT agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) Roxio NPT shall advise Adaptec Schlumberger of: (1) any violation(s) of the Adaptec Schlumberger Employee Agreement Agreements by former Adaptec Schlumberger employees, and (2) any violation(s) of the Roxio NPT Employee Agreement which affect AdaptecSchlumberger's rights; and (B) Adaptec Schlumberger shall advise Roxio NPT of any violations of the Adaptec Schlumberger Employee Agreement Agreements by current or former Adaptec Schlumberger employees which affect RoxioNPT's rights; PROVIDEDprovided, HOWEVERhowever, that the foregoing obligations shall only apply to violations which become known to an attorney within the legal department of the party obligated to provide notice thereof. (iii) Adaptec Schlumberger and Roxio NPT each may separately enforce the Adaptec Schlumberger Employee Agreements of former Adaptec Schlumberger employees to the extent necessary to reasonably protect their respective interests, PROVIDEDprovided, HOWEVERhowever, that (i) Roxio NPT shall not commence any litigation legal action relating thereto without first consulting with AdaptecSchlumberger's General Counsel or his/her designee and (ii) Adaptec Schlumberger shall not commence any litigation legal action relating thereto against any former Adaptec Schlumberger employee who is at the time an Roxio NPT employee without first consulting with RoxioNPT's Chief Executive Officer General Counsel or his/her designee. If either party, in seeking to enforce any Schlumberger Employee Agreement, notifies the other party that it is, in their legal advisor's reasonable opinion, desirable for such party to join in such action, then the other party shall do so, provided however that the party bringing such action and requiring such joinder shall pay any expenses and costs (including legal fees) incurred by the other party. In addition, if either party commences or becomes a party to any action to enforce a Schlumberger Employee Agreement of a former Schlumberger employee, the other party shall, whether or not it becomes a party to the action, cooperate with the other party by making available its files and employees who have information or knowledge relevant to the dispute, subject to appropriate measures to protect the confidentiality of any proprietary or confidential information that may be disclosed in the course of such cooperation or action and subject to any relevant privacy laws and regulations. Any such action shall be conducted at the expense of the party bringing the action and the parties shall agree on a case by case basis on compensation, if any, of the other party for the value of the time of such other party's employees as reasonably required in connection with the action. (iv) Adaptec Schlumberger and Roxio NPT understand and acknowledge that matters relating to the making, performance, enforcement, assignment and termination of employee agreements are typically governed by the laws and regulations of the national, federal, state or local governmental unit where an employee resides, or where an employee's services are rendered, and that such laws and regulations may supersede or limit the applicability or enforceability of this Section 8.15.11. In such circumstances, Adaptec Schlumberger and Roxio NPT agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 8.1 5.11 and that is consistent with applicable law.

Assignment, Cooperation for Compliance and Enforcement. (i) Adaptec LSI Logic retains all rights under the Adaptec LSI Logic Employee Agreements of all former Adaptec LSI Logic employees necessary to permit Adaptec LSI Logic to protect the rights and interests of AdaptecLSI Logic, but hereby transfers and assigns to Roxio SSI its rights under the Adaptec LSI Logic Employee Agreements of all former Adaptec LSI Logic employees and all SSI Employees that remain subject to such LSI Logic Employee Agreements to the extent required to permit Roxio SSI to enjoin, restrain, recover damages from or obtain specific performance of the Adaptec LSI Logic Employee Agreements or obtain other remedies against any employee who breaches his/her Adaptec LSI Logic Employee Agreement, and to the extent necessary to permit Roxio to protect the rights and interests of the Roxio Business on the Separation Date. (ii) Adaptec and Roxio agree, at their own respective cost and expense, to use their reasonable efforts to cooperate as follows: (A) Roxio SSI shall advise Adaptec of: (1) LSI Logic of any violation(s) violation of the Adaptec LSI Logic Employee Agreement by former Adaptec employeesLSI Logic employees or SSI Employees, and (2) any violation(s) violation of the Roxio Employee Agreement which SSI confidential information and assignment of inventions agreement (or any similar such agreement) that SSI reasonably believes would affect AdaptecLSI Logic's rights; and (B) Adaptec . LSI Logic shall advise Roxio SSI of any violations violation of the Adaptec LSI Logic Employee Agreement by current or former Adaptec LSI Logic employees which or by SSI Employees subject to the LSI Logic Employee Agreement that LSI Logic reasonably believes would affect RoxioSSI's rights; PROVIDEDprovided, HOWEVERhowever, that the foregoing obligations shall only apply to violations which that become known to an attorney within the legal department of the party Party obligated to provide notice thereof. (iii) Adaptec Following the Separation Date and Roxio each extending only until the Distribution Date, if either LSI Logic or SSI determines that it may separately be necessary to take action to enforce the Adaptec LSI Logic Employee Agreements of former Adaptec LSI Logic employees or of SSI Employees still technically employed by LSI Logic, then at either Party's request the Parties shall meet to the extent necessary to reasonably protect their respective interests, PROVIDED, HOWEVER, that (i) Roxio shall not commence any litigation relating thereto without first consulting with Adaptec's General Counsel or his/her designee confer and (ii) Adaptec shall not commence any litigation relating thereto against any former Adaptec employee who is at the time an Roxio employee without first consulting with Roxio's Chief Executive Officer or his/her designeecooperate regarding such potential enforcement. (iv) Adaptec LSI Logic and Roxio understand SSI acknowledge and acknowledge agree that matters relating to the making, performance, enforcement, assignment and termination of employee agreements are typically governed by the laws and regulations of the national, federal, state or local governmental unit where an employee resides, or where an employee's services are rendered, and that such laws and regulations may supersede or limit the applicability or enforceability of this Section 8.17.8. In such circumstances, Adaptec LSI Logic and Roxio SSI agree to take action with respect to the employee agreements that best accomplishes the parties' objectives as set forth in this Section 8.1 7.8 and that is consistent with applicable law.